CDC Newswire

LAS VEGAS, August 17, 2017 – Golden Entertainment, Inc. today announced that it has successfully completed syndication of its financing commitments to fund its pending acquisition of American Casino & Entertainment Properties and to refinance Golden’s outstanding debt at closing.

The syndicated commitments consist of a $800 million 1st lien term loan priced at L+300 with 0.5% OID and a $200 million 2nd lien term loan priced at L+700 with 1.5% OID. Maturities on the 1st and 2nd lien term loans are seven and eight years, respectively. In addition, the credit facilities will provide for a $100 million unfunded revolver to support future growth opportunities. Based on the syndicated pricing of the new term loans, the Company’s expected weighted average interest rate on its funded debt at closing will be approximately 5%.

“We are pleased with the capital markets’ receptivity to our strategy and the financial profile created by the pending acquisition of American Casino & Entertainment Properties,” commented Charles Protell, Chief Strategy Officer and Chief Financial Officer. “The strong financial performance of both Golden and American in the first half of 2017 reinforces the merits of this transaction for our shareholders and the potential to accelerate value creation through operational synergies as well as new strategic opportunities.”

The transactions remain subject to customary closing conditions, including regulatory approvals, and are expected to close in Q4 2017.

JP Morgan, Credit Suisse, Macquarie Capital and Morgan Stanley acted as joint lead arrangers for the syndication of the credit facilities.

Forward-Looking Statements This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions.

In addition, forward-looking statements include statements regarding the Company’s strategies, objectives, business opportunities and plans for future expansion, developments or acquisitions, anticipated future growth and trends in the Company’s business or key markets, projections of future financial condition, operating results, capital expenditures, or other financial items, anticipated regulatory and legislative changes, as well as other statements that are not statements of historical fact.

Forward-looking statements regarding our pending acquisition of the outstanding membership interests of American Casino & Entertainment Properties, LLC and the financing of the Transaction include statements regarding the planned completion of the Transaction and the financing, the terms of the financing, including the expected interest rate following closing of the financing, the benefits of the Transaction, our plans, objectives, expectations and intentions regarding the Transaction, and the expected timing of completion of the Transaction and the financing. Forward-looking statements are based on the Company’s current expectations and assumptions regarding the Company’s business, the economy and other future conditions.

These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors relating to the Transaction that could cause our actual results to differ materially include, among other things: the ability to obtain required regulatory approvals for the Transaction (including the approval of gaming and antitrust authorities necessary to complete the Transaction), the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could materially adversely affect us, American and the expected benefits of the Transaction; the risk that a condition to closing of the Transaction may not be satisfied on a timely basis or at all, the failure of the Transaction to close for any other reason and the risk of liability to us in connection therewith; satisfaction of closing conditions to the financing for the Transaction and completion of the financing on a timely basis and on anticipated terms; the effects of disruption caused by the Transaction making it more difficult for us to execute our operating plan effectively or to maintain relationships with employees, vendors and other business partners; failure to realize the anticipated cost savings, synergies and other benefits of the Transaction; litigation in connection with the Transaction; and our ability to successfully integrate American’s businesses.

Other factors that could cause actual results to differ materially include: the Company’s ability to realize the anticipated cost savings, synergies and other benefits of the merger with Sartini Gaming, Inc. and the acquisitions of distributed gaming assets in Montana, and integration risks relating to such transactions, changes in national, regional and local economic and market conditions, legislative and regulatory matters (including the cost of compliance or failure to comply with applicable laws and regulations), increases in gaming taxes and fees in the jurisdictions in which the Company operates, litigation, increased competition, the Company’s ability to renew its distributed gaming contracts, reliance on key personnel (including our Chief Executive Officer, Chief Operating Officer and Chief Strategy and Financial Officer), the level of the Company’s indebtedness and the Company’s ability to comply with covenants in its debt facilities, terrorist incidents, natural disasters, severe weather conditions, the effects of environmental and structural building conditions, the effects of disruptions to the Company’s information technology and other systems and infrastructure, an unexpected occurrence of an “ownership change” as defined in Section 382 of the Internal Revenue Code, and factors affecting the gaming, entertainment and hospitality industries generally.

In addition, please refer to the risk factors contained in the Company’s SEC filings available at www.sec.gov, including the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to revise or update any forward-looking statements for any reason.

About Golden Entertainment, Inc. Golden Entertainment, Inc. owns and operates gaming properties across two divisions – distributed gaming and resort and casino operations. Golden Entertainment operates approximately 12,000 gaming devices and nearly 30 table games in Nevada, Maryland and Montana. The Company is also licensed in Illinois to operate video gaming terminals. The Company owns four casino properties, more than 50 taverns and operates approximately 1,000 distributed gaming locations in multiple jurisdictions. Golden Entertainment is focused on maximizing the value of its portfolio by leveraging its scale, leadership position and proven management capabilities across its two divisions. For more information, visit www.goldenent.com.